To the Members,
The Directors are pleased to present the Twenty Fifth (25th) Annual
Report together with the Audited Statement of Accounts of the Company
for the Financial Year ended March 31, 2013.
The Financial Performance of your Company for the year ended March 31,
2013 is summarized below:
Particulars Year ended Year ended
March 31, 2013 March 31, 2012
Sales & Services 21,668,050 19,578,236
Other Income 511,952 578,706
Total income 22,180,002 20,156,942
Total Expenses 23,431,940 21,745,440
Profit/(Loss) before Tax (1,251,938) (1,588,498)
Provision for Taxation (net) - -
Profit/(Loss) after Tax (1,251,938) (1,588,498)
Exceptional items 594,442 -
Profit/(Loss) for the Year (657,496) (1,588,498)
Add: Balance brought forward (17,522,920) (15,934,422)
Amount available for appropriations (18,180,416) (17,522,920)
Dividend Nil Nil
Tax on Dividend Nil Nil
General Reserve Nil Nil
Balance Carried Forward (18,180,416) (17,522,920)
Your Directors have not recommended any dividend on the equity shares
of the Company for the year under review.
The year under review continued to bring strength to your Company with
constant acquisition of Subscribers and the Digitization yielding
expected results. The Broadcasting and Distribution Industry gained
momentum in the year under review with large number of HD Channels
becoming available to the consumers. Over the years, Dish TV has carved
a niche for itself on account of its adaptability to the state of the
art technology, variety of content, affordable offerings and quick
response to the consumers. Dish TV is aiming at growth in revenue and
subscriber base inter alia on account of provision of customer oriented
support service, highest number of Hi-Definition channels & services,
premium on demand services for niche content and latest international
The favorable demographic pattern and constant rise in the net
disposable income is also driving major change in the Media and
Entertainment Industry, more particularly, the ever growing pay TV
Industry. The quality and veracity of contents is also improving with
the increased demand, desire and expectations of the consumers. The
rise in education level and increased expectations mainly because of
the access to international media, internet and social networking
platforms is also driving the Industry. The consumer of today is more
evolved, tech savvy, broadband oriented and is willing to go places to
satiate his demand for content. Fortunately, Indian Broadcast Industry
has moved in tandem with such change in the consumer behavior.
The Government of India is participating actively in the overall
digitization process pushing the entire category towards achieving the
objective of complete digitization. The wide buzz and noise created by
the stakeholders of media Industry has helped the cause, however the
digitization process needs to grow faster to accomplish the desired
The year gone by has been the most opportunistic and challenging for
the Digital Broadcast Industry. The mandate of digitization set open a
gigantic market of analog users waiting to get digitized across top 42
cities. Aggressive play by digital cable systems was witnessed wherein
Direct-to-Home (''DTH'') clearly went on establishing itself as the most
preferred choice for digital viewing of pay television content.
Out of the approximately 60 Mn installed base of digital connections,
substantial number of connections have become part of the DTH category.
Dish TV strategy was encompassed keeping in mind these challenges as
well as maximizing the opportunity for DTH, presented by the Digital
Addressable Systems (''DAS'') mandate of the Government of India. To
spearhead the DTH advantage, Dish TV with a well crafted insight
re-positioned the brand in the space of passion for entertainment;
tapping into consumers who are passionate about their dose of
entertainment and establish Dish TV as an endpoint for all TV
With consumers seeking maximum value for their money, the Company
brought forth unparalleled offerings in form of lucrative entry offers,
schemes like 70 channels free for Lifetime, cash back offers to ensure
best competitive advantage. Carrying forward the spirit of innovation
and leadership, Dish TV unveiled its Standard Definition Box with
Recorder, thus redefining the recorder category.
The Company with focused enhancement in the pillars of Content, Service
and Technology continued to gain significant edge over the competition
prevailing in the DTH Industry. To ensure maximum coverage and
visibility around the digitization wave, incremental steps were made on
ground and in-shops. Dish TV carried expansion in service
infrastructure across India to cater to the massive demand and
providing quick service support to the customers.
With a robust sales and distribution network, Dish TV ensured strong
foothold in retail outlets combined with an All India Service Network.
In a service driven Industry, it is also pivotal for a Company to
enhance the existing subscriber experience by constantly designing and
offering services that match their dynamic needs. The strategy was to
position Dish TV as a service led brand with the objective of meeting
customer delight. With this endeavor, the Company introduced an
exclusive Dish delight program to recognize its valuable subscriber
base and benefit them with unique privileges such as Free relocation,
Free upgrade, Express queue etc.
The challenges to the DTH Industry includes successful implementation
of the Digitization process in phased manner, availability of satellite
capacity due to ever rising demand of the content, competitive
intensity, reasonable growth in Average Revenue Per User (''ARPU'') and
reasonable taxation structure.
SUBSIDIARY OPERATIONS SUBSIDIARY IN SINGAPORE
During the year under review, the name of Dish TV Singapore Pte.
Limited, which was your Company''s Wholly Owned Subsidiary (''WOS'') in
Singapore, was changed to Digital Network Distribution Pte. Limited on
March 12, 2013.
Further, upon approval of the Board, the shareholding of your Company
in Digital Network Distribution Pte. Ltd. (earlier known as Dish TV
Singapore Pte. Ltd.) was divested consequent to which Digital Network
Distribution Pte. Ltd. has ceased to be Subsidiary of your Company with
effect from April 1, 2013. The said divestment was carried out in
accordance with the provisions of Foreign Exchange Management (Transfer
or issue of any Foreign Security), Regulations, 2004 and other
SUBSIDIARY IN SRI LANKA
During the year under review, your Company, upon the approval of Board
of Directors, incorporated a Joint Venture (''JV'') Company with Satnet
(Private) Limited, a DTH license holder in Sri Lanka, in the name and
style of Dish T V Lanka (Private) Limited on April 25, 2012 with a paid
up share capital of 1 million Sri Lankan Rupees. Your Company holds 70%
in the JV Company and Satnet (Private) Limited holds 30% in the said JV
Company. Your Company and Satnet (Private) Limited had entered into a
JV agreement on April 24, 2012.
The Ministry of Corporate Affairs, Government of India had allowed
general exemption to Companies from complying with Section 212 (8) of
the Companies Act, 1956, provided such companies publish the audited
Consolidated Financial Statements in the Annual Report. Your Board has
decided to avail the said general exemption from applicability of
provisions of Section 212 of the Companies Act, 1956, and accordingly,
the Annual Accounts of the Subsidiaries of the Company as on March 31,
2013 viz. Digital Network Distribution Pte. Ltd. and Dish TV Lanka
(Private) Limited are not being attached with the Annual Report of the
Company and the specified financial highlights of these Subsidiary
Companies are disclosed in the Annual Report, as part of the
Consolidated Financial Statements of the Company. The audited Annual
Accounts and related information of the Subsidiaries will be made
available, upon request and shall also be open for inspection at the
Registered Office of the Company, by any Shareholder.
As required under the Accounting Standard AS 21 - ''Consolidated
Financial Statements'', issued by the Institute of Chartered Accountants
of India (''ICAI'') and applicable provisions of the Listing Agreement
with the Stock Exchange(s), the Financial Statements of the Company
reflecting the Consolidation of the Accounts of its subsidiaries to the
extent of equity holding in these Companies are included in this Annual
During the year under review, Direct Media Distribution Ventures
Private Limited ceased to be the Holding Company of your Company. As on
March 31, 2013, Direct Media Distribution Ventures Private Limited
holds 48,17,86,397 fully paid up equity shares (aggregating to 45.24%
of the share capital) of your Company.
Your Company''s fully paid equity shares continue to be listed and
traded on BSE Limited (''BSE'') and the National Stock Exchange of India
Limited (''NSE''). Both these Stock Exchanges have nation-wide terminals
and hence facilitates the shareholders/investors of the Company in
trading the shares. The Global Depository Receipts (''GDR'') of the
Company are listed on the Luxembourg Stock Exchange. The Company has
paid annual listing fee for the Financial Year 2013-14 to the Stock
Exchanges and the annual custody fees to National Securities Depository
Limited (''NSDL'') and Central Depository Services (India) Limited
(''CDSL''), the Depositories of the Company.
Upon the approval of the Shareholders, your Company increased its
Authorized Share Capital from Rs. 135,00,00,000/- (Rupees One Hundred
and Thirty Five Crores Only) divided into 135,00,00,000 Equity Shares
of Rs. 1/- each to Rs. 150,00,00,000/- (Rupees One Hundred and Fifty
Crores Only) divided into 150,00,00,000 Equity Shares of Rs. 1/- each
on November 26, 2012. Your Company has made necessary filings and
applications to the statutory authorities in this regard and requisite
approvals have been received.
During the year, your Company issued and allotted 461,300 equity shares
upon exercise of Stock Option by the Employees/Independent Directors of
the Company pursuant to Employee Stock Option Scheme - 2007 (''ESOP -
2007'') of the Company and these shares were duly admitted for trading
on NSE and BSE.
During the Financial Year 2008-09, your Company had come up with Rights
Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per
share (including premium of Rs. 21 per share), payable in three
installments. Upon receipt of valid first and second call money, during
the year under review, the Company converted 459,308 equity shares from
0.50 paid up to 0.75 paid up and 2,499,507 equity shares from 0.75 paid
up to fully paid up.
Pursuant to the issue of further equity shares under ESOP and
subsequent to conversion of partly paid equity shares, the paid up
capital of your Company during the year has increased from Rs.
1,064,423,875 comprising of 1,061,701,440 equity shares of Rs. 1 each,
fully paid up, 2,062,513 equity shares of Rs. 1 each, paid up Rs. 0.75
per equity share and 659,922 equity shares of Rs. 1 each, paid up Rs.
0.50 per equity share to Rs. 1,064,779,289.5 comprising of
1,064,662,247 equity shares of Rs. 1 each, fully paid up, 22,314 equity
shares of Rs. 1 each, paid up Rs. 0.75 per equity share and 200,614
equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share. As on
March 31, 2013, the Company has not received the valid Second call on
22,314 partly paid equity shares and first and second call on 200,614
partly paid equity shares.
RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company
has received a sum of Rs. 113,959.03 Lakhs towards the Share
Application and Call Money as at March 31, 2013, the details of which
has been provided under the preceding heading.
The utilization of Rights Issue proceeds are placed before the Audit
Committee of the Board on Quarterly and Annual basis. Further, the
Company also provides the details of the utilization of Rights Issue
proceeds to the Monitoring Agency on half yearly basis and furnishes
the Monitoring Report to the Stock Exchanges.
The Board at its meeting held on May 28, 2009 approved to make changes
in the manner of usage of right issue proceeds. The manner of
utilization of rights issue proceeds as on March 31, 2013, is as under:
(Rs. in Lacs)
Repayment of loans 28,421.44
Repayment of loans received after
launch of the Rights Issue 24,300.00
General Corporate Purpose/
Operation Expenses 19,693.06
Acquisition of Consumer Premises 26,000.00
Equipment (CPE) including leased CPE
Issue Expenses 544.52
The Eighth (8th) Monitoring Report for Half Year period, July 2012 -
December 2012 containing deviation from the original proposed
expenditure plan and in accordance with the revised plan was recorded
by the Audit Committee and the Board at their respective meetings and
necessary compliance in this regard had been carried out.
GLOBAL DEPOSITORY RECEIPT
The Global Depository Receipt (''GDR'') Offer of the Company for 117,035
GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000
fully paid equity shares of the Company were fully subscribed by Apollo
India Private Equity II (Mauritius) Limited. The underlying shares
against each of the GDRs were issued in the name of the Depository -
Deutsche Bank Trust Company Americas. As on March 31, 2013, 85,035 GDRs
have remained outstanding, the underlying shares of which forms part of
the existing paid up share capital of the Company.
The manner of utilization of GDR proceeds as on March 31, 2013, is as
(Rs. in Lacs)
Assets purchases including CPE 7,669.88
Issue Expenses 344.63
Advance to Subsidiary 56.14
Repayment of Bank Loans 755.22
Operation Expenses 21,819.05
Less: Interest Earned (439.94)
Bank Balances 22,266.15
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, as amended from time to time, your Board had authorized the
Remuneration Committee to administer and implement the Company''s
Employees Stock Option Scheme (ESOP - 2007) including deciding and
reviewing the eligibility criteria for grant and/or issuance of stock
options to the eligible Employees/Independent Directors under the
Scheme. Further, your Board also constituted an ESOP Allotment
Committee to consider, review and allot equity shares to the eligible
Employees/ Independent Directors exercising the stock options under the
Employee Stock Option Scheme (ESOP - 2007) of your Company.
During the period under review, the Remuneration Committee of the Board
granted 141,450 stock options at Rs. 68.10/- per stock option to the
eligible employee as per the ESOP - 2007.The ESOP Allotment Committee
of the Board, during the year, issued and allotted 461,300 fully paid
equity shares, upon exercise of the stock options by eligible
Employees/ Independent Directors under the ESOP - 2007.
Applicable disclosures relating to Employees Stock Options as at March
31, 2013, pursuant to Clause 12 (Disclosure in the Directors'' Report)
of the SEBI (Employees'' Stock Option Scheme and Employees'' Stock
Purchase Scheme) Guidelines, 1999 are given as ''Annexure A'' to this
A certificate to the effect that the ESOP - 2007 Scheme has been
implemented in accordance with the SEBI Guidelines and as per the
resolution passed by the members of the Company authorizing issuance of
the said ESOP, as prescribed under Clause 14 of the said Guidelines has
been issued by the Statutory Auditors of the Company. The said
certificate shall be available for inspection at the Annual General
Meeting of the Company and a copy of the same shall be available for
inspection at the Registered Office of the Company.
PUBLIC DEPOSITS AND LOANS / ADVANCES
During the year under review, your Company has not accepted any
Deposits under Section 58A and Section 58AA of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975. Pursuant to
Clause 32 of the Listing Agreement, the particulars of loans/advances
given to Subsidiary Companies have been disclosed in the Annual
Accounts of the Company.
Your Company continues to practice the principles of good Corporate
Governance over the years and lays strong emphasis on transparency,
accountability and integrity. Your Company believes that pursuing good
Corporate Governance practices is indispensable for sustaining any
business and generate long term value for all of its Stakeholders. The
Corporate Governance practice in place at your Company has a holistic
view with value based governance aiming at and committed towards
corporate social upliftment and social responsibility.
Your Company has documented internal governance policies and put in
place a formalized system of Corporate Governance which sets out the
structure, processes and practices of governance within the Company and
serves as a guide for day to day business and strategic decision making
in your Company.
Your Company is committed to benchmarking itself with global standards
for providing good Corporate Governance. It has put in place an
effective Corporate Governance System which ensures that the provisions
of Clause 49 of the Listing Agreement are duly complied with. The Board
has also evolved and adopted a Code of Conduct based on the principles
of Good Corporate Governance and best management practices being
Based on ''Corporate Governance Voluntary Guidelines 2009'' issued by the
Ministry of Corporate Affairs in December 2009, your Company has in
place a Nomination Committee to inter-alia evaluate the current process
of nominating / appointing Directors on the Board of the Company,
formulating guidelines for evaluation of candidature of individuals for
nominating and/or appointing as Director etc.
A separate detailed report on Corporate Governance pursuant to
requirement of Clause 49 of the Listing Agreement together with
Certificate issued by the Statutory Auditors of the Company on
compliance of the same forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Statement for the year under review
as provided under Clause 49 of the Listing Agreement with the Stock
Exchanges in India is separately attached hereto and forms a part of
this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (''CSR'') is at the core of your
Company''s vision and mission which is achieved by focusing on the
interest of the employees, customers and shareholders of your Company
and the society at large. Your Company continues to strive for
sustainability in its operations by promoting integration of CSR into
the business strategy as well as its everyday functioning. Your Company
aims at managing its business processes in such a way so as to produce
an overall positive impact on the society.
As part of the Essel Group of Companies, your Company has at a unified
and centralized level, put in place a Corporate Social Responsibility
(CSR) policy which is based on a belief that a business cannot succeed
in a society that fails and therefore it is imperative for business
houses, to invest in the future by taking part in social-building
During the year under review, Essel Group continued to support cause of
Ekal Vidyalaya Foundation, an NGO that works to bring about basic
literacy and health awareness amongst the tribal and rural population
of India; Global Vipassana Foundation which helps propagate Vipassana,
the non-sectarian rational process of self-purification with the aim of
bringing about peace both within the individual and the society in
general; and Global Foundation for Civilizational Harmony, a body which
aims to create a peaceful and harmonious society.
During the year under review, your Company sought the approval of the
Shareholders on the following matters, vide Postal Ballot Notice(s)
dated August 9, 2012 and October 18, 2012. The said notices along with
Postal Ballot Form and Business Reply Envelopes were duly sent to the
Shareholders of your Company and your Company also offered E-Voting
facility as an alternate option for voting by the Shareholders, which
enabled them to cast their votes electronically, instead of Physical
Postal Ballot Form. The results on the voting conducted through Postal
Ballot process were declared on October 17, 2012 and November 26, 2012
I. Resolutions passed on October 17, 2012 vide Postal Ballot Notice
dated August 9, 2012
Resolution 1 - Alteration of the ''Other Objects'' clause of Memorandum
of Association of the Company.
Resolution 2 - Re-Appointment of Mr. Jawahar Lal Goel as the Managing
Director of the Company.
Resolution 3 - Consent under Section 314(1B) of the Companies Act, 1956
for revision in remuneration and terms of appointment of Mr. Gaurav
Resolution 4 - Approval pursuant to Section 372A of the Companies Act,
II. Resolutions passed on November 26, 2012 vide Postal Ballot Notice
dated October 18, 2012
Resolution 1 - Increase of Authorised Share Capital of the Company and
consequent change in Clause V of the Memorandum of Association of the
Company relating to Share Capital.
Resolution 2 - Amendments to Articles of Association of the Company.
Resolution 3 - Increase In Foreign Investment Limits.
Resolution 4 - Raising of Funds through further Issue of Securities.
The procedure prescribed under Section 192A of the Companies Act, 1956,
read with the Companies (Passing of the Resolution by Postal Ballot)
Rules 2011, was adopted for both the Postal Ballots.
Further, details related to the Postal Ballot procedure adopted, voting
pattern and results thereof have been provided under the General
Meeting Section of Corporate Governance Report.
During the year under review, Dr. Pritam Singh, Independent
Non-Executive Director of your Company and Mr. Sanjay Hiralal Patel,
Alternate Director to Mr. Mintoo Bhandari (Non-Executive Nominee
Director) ceased to be the Directors of your Company due to their
resignation from the Board with effect from October 1, 2012 and October
18, 2012 respectively.
Also, Mr. Utsav Baijal was appointed as Alternate Director to Mr.
Mintoo Bhandari with effect from October 18, 2012.
In accordance with the provisions of Companies Act, 1956, Mr. Subhash
Chandra, Non-Executive Director and Mr. Eric Zinterhofer, Independent
Non-Executive Director, will retire by rotation at the ensuing Annual
General Meeting of your Company and being eligible, have offered
themselves for re-appointment. Your Board has recommended their
re-appointment in the overall interest of your Company.
A brief resume, nature of expertise, details of directorship in other
Indian Public Limited Companies, of the Directors proposing their
re-appointment, along with their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is included in the Report on Corporate Governance forming
part of this Annual Report.
The Statutory Auditors M/s B S R & Co., Chartered Accountants, Gurgaon,
having Firm Registration No. 101248W, hold office until the conclusion
of the ensuing Annual General Meeting and are eligible for
Your Company has received confirmation from the Auditors to the effect
that (i) their re-appointment, if made would be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956; (ii) that
they are not disqualified for re-appointment within the meaning of
Section 226 of the said Act and (iii) they have been provided a valid
certificate from the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI).
The report of the Statutory Auditor of the Company contains
The response of the Management to the comment of the Statutory Auditor
mentioned at serial number 4 of the Audit Report is as follows - The
Lease rental is a financial transaction based on cost of fund, taxation
and cash flow consideration. Depreciation is not directly linked with
the lease period but it is more to do with life of the set top box,
repair, maintenance and other service related issues. However, your
Company has already put in place the process of charging depreciation
and amortisation of lease rentals on Consumer Premises Equipment
(''CPE'') in terms of the Accounting Standard - 19 from April 1, 2012.
The lease rental and depreciation period is synchronised without any
gap in recognition of both the items. Both of them are
amortized/depreciated over a period of five years.
In compliance with The Companies (Cost Audit Report) Rules, 2011 and
Cost Accounting Records (Telecommunication Industry) Rules, 2011 issued
by the Central Government, your Company has re-appointed M/s Chandra
Wadhwa & Co., Cost Accountants (Membership Number - 6797), as the Cost
Auditor of your Company for carrying out the audit of cost accounts,
cost records & cost statements and submission of Cost Audit Report &
Compliance Report for the Financial Year 2012-13. The due date for
submission of the Cost Audit Report and Compliance Report for the
financial year 2012-13 is September 30, 2013.
For the Financial Year 2011-12, The Ministry of Corporate Affairs,
Government of India vide its General Circular No. 2/2013 dated January
31, 2013 allowed the Companies to file their Cost Audit Report and
Compliance Report for the Financial Year 2011-12 in extensible Business
Reporting Language (''XBRL) mode, within 180 days from the close of the
Financial Year or by February 28, 2013, whichever is later. In
compliance with the same, your Company has duly submitted the Cost
Audit Report along with requisite Annexures and attachments in XBRL
mode with the Ministry of Corporate Affairs, Government of India on
January 29, 2013.
Your Board, upon recommendation of the members of the Audit Committee,
have approved the re- appointment of M/s Chandra Wadhwa & Co. as the
Cost Accountant for the Financial Year 2013-14. M/s Chandra Wadhwa &
Co. has furnished their consent, compliance certificate and
affirmations pursuant to Sections 224(1B), 233B, 226(3) and 226(4) of
the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
Your Company is in the business of providing Direct- to- Home (''DTH'')
services. Since the said activity does not involve any manufacturing
activity, most of the Information required to be provided under Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988, are not applicable.
However the information, as applicable, are given hereunder:
CONSERVATION OF ENERGY:
Your Company, being a service provider, requires minimal energy
consumption and every endeavor is made to ensure optimal use of energy,
avoid wastages and conserve energy as far as possible.
In its endeavor to deliver the best to its viewers and business
partners, your Company is constantly active in harnessing and tapping
the latest and best technology in the Industry.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars of foreign currency earnings and outgo during the year are
given in Note no. 30, 31 and 32 to the notes to the Accounts forming
part of the Annual Accounts.
HUMAN RESOURCE MANAGEMENT
Long term development of human capital and strategic employment of
retention tools is at the core of your Company''s strategy. Your Company
believes that its Employees are the most valuable assets and vital for
the sustained growth of the Company. We at Dish TV, encourage
innovation, meritocracy and the pursuit of excellence by setting up
robust recruitment and human resource management policies.
Your Company has young and vibrant team of highly qualified
professionals at all levels.To retain and develop these employees, your
Company has been working with an objective to enhance employee
competence through various initiatives and maximizing employee
contribution towards the organizational goals.
The Management of your Company aims at developing such strategies that
not only promise attraction of best talent in your Company but also
ensures their retention by building trust and instilling devotion in
the employees at all levels. Your Company aims to incorporate the
planning and control of manpower resource into the corporate level
plans so that all resources are used together in the best possible
combination. Pay revisions and other benefits are designed in such a
way to compensate for good performance of the employees of your
Company. Your Company has also put in place a feedback mechanism and
has taken steps towards employee growth and sustaining high level of
motivation amongst all.
PARTICULARS OF EMPLOYEES
Your Board wishes to extend its appreciation to all the employees of
the Company for their contribution in the business of the Company
during the year under review. The information required under Section
217(2A) of the Companies Act, 1956 (''Act'') read with the Companies
(Particulars of Employees) Rules, 1975, is required to be set out in an
annexure to this report. However, in terms of Section 219(1)(b) of the
Act, the Report and Accounts are being sent to the shareholders
excluding the aforesaid annexure. Any shareholder interested in
obtaining copy of the same may write to the Company Secretary at the
Corporate Office of the Company. None of the employees, except Mr.
Jawahar Lal Goel, mentioned in the said list are related to any
Director of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 217(2AA) of the Companies Act,
1956, as amended from time to time, in relation to the Annual Financial
Statements for the Financial Year 2012-13, your Directors confirm the
a) The Financial Statements have been prepared on a ''going concern''
basis and in such preparation the applicable Accounting Standards had
been followed with proper explanation relating to material departures;
b) Accounting policies selected were applied consistently and the
judgments and estimates related to the Financial Statements have been
made on a prudent and reasonable basis, so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2013, and
of the profit or loss of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities; and
d) Adequate internal systems and controls are in place to ensure
compliance of laws applicable to the Company.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of the
employees have enabled your Company to remain at the leadership
position in the Industry. It has taken various steps to improve
productivity across the organization.
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Central and State Governments, the Ministry
of Information and Broadcasting (MIB''), the Department of
Telecommunication (''DOT'') and Foreign Investment Promotion Board
(''FIPB''), Ministry of Finance, the Telecom Regulatory Authority of
India (''TRAI''), the Stock Exchanges - and other stakeholders including
viewers, vendors, bankers, investors, service providers as well as
other regulatory and government authorities.
Your Board also takes this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
For and on behalf of the Board
Jawahar Lal Goel Arun Duggal
Managing Director Director
Place : Noida
Date : 23 May 2013